National CineMedia, Inc. Announces Secondary Offering by Founding Member

  National CineMedia, Inc. Announces Secondary Offering by Founding Member

Business Wire

CENTENNIAL, Colo. -- September 3, 2013

National CineMedia, Inc. (NASDAQ: NCMI) (the Company), the managing member and
owner of 45.1% (prior to this offering) of National CineMedia, LLC (NCM LLC),
the operator of the largest digital in-theatre network in North America, today
announced that one of its founding members, Regal Entertainment Group and its
affiliates (Regal), intends to offer, subject to market and other conditions,
2,000,000 shares of the Company’s common stock in a registered underwritten
public offering. Regal has granted the underwriter an option for 30 days to
purchase up to 300,000 additional shares of the Company’s common stock to
cover over-allotments, if any. These shares of common stock will be issued to
Regal upon redemption of a like number of NCM LLC common membership units that
were issued to Regal. Such redemption of NCM LLC common membership units will
take place immediately prior to the closing of the underwritten public
offering. The Company will not receive any proceeds from the sale. Giving
effect to the offering, the ownership of NCM, Inc. in NCM LLC will increase to
between 46.7% (without over-allotments) and 47.0% (with over-allotments).

BofA Merrill Lynch is acting as the sole book-runner for the offering. The
underwriter may offer the shares of common stock from time to time in
transactions on the NASDAQ Global Select Market, in the over-the-counter
market or through negotiated transactions at market prices or at negotiated

The proposed offering is being made solely by means of a prospectus supplement
and accompanying prospectus. Copies of the prospectus supplement and
accompanying prospectus for the offering may be obtained, when available, by
contacting BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn:
Prospectus Department, or by email at A copy
of the prospectus supplement and accompanying base prospectus may also be
obtained without charge by visiting EDGAR on the SEC website at

The offering is being conducted pursuant to an effective registration
statement under the Securities Act of 1933, as amended. This press release
does not constitute an offer to sell or a solicitation of an offer to buy any
securities, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state
or jurisdiction.

Forward-Looking Statements

This press release contains various forward-looking statements that reflect
management’s current expectations or beliefs regarding future events,
including the proposed common stock offering by Regal. Investors are cautioned
that reliance on these forward-looking statements involves risks and
uncertainties. Although the Company believes that the assumptions used in the
forward-looking statements are reasonable, any of these assumptions could
prove to be inaccurate and, as a result, actual results could differ
materially from those expressed or implied in the forward-looking statements.


National CineMedia, Inc.
Investor Contact:
David Oddo, 800-844-0935
Media Contact:
Amy Jane Finnerty, 212-931-8177
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